Early in the morning, Carrot Top lurks in her fields to catch whoever's been stealing her carrots. She sees Angel Bunny hop over the barbed-wire fence and dig one up. She gives chase, but Angel is able to lose her.

Back in Ponyville, Carrot Top finds Cheerilee and asks if she's ever spoken to Fluttershy. Cheerilee says that Fluttershy only ever talks to Rainbow Dash and the Doos. Carrot Top reflects that the Doos, as well as Trixie, Lyra, and Bon Bon, are on vacation. She can't ask Rainbow Dash to approach Fluttershy either, since Rainbow Dash and her friend Gilda almost wrecked a shed full of Carrot Top's crops. Carrot Top gripes that Angel is usually so responsible that she does Fluttershy's grocery shopping for her, but now he's stealing carrots. Cheerilee tells her that her only real option is to talk to Rainbow Dash, so Carrot Top reluctantly agrees. She learns from Thunderlane that Rainbow Dash is on vacation and is probably at Fluttershy's cottage, so she heads over that way. When she arrives, however, Rainbow Dash refuses to let her in.

At lunch, Raindrops tells Carrot Top that she's being a doormat. Carrot Top agrees, but is reluctant to go back and deal with Rainbow Dash again. Raindrops leaves, and Rarity shows up. After Carrot Top explains her problem, Rarity tells her that Rainbow Dash arrived in town at the same time as Fluttershy and fancies herself her protector. She adds that Rainbow Dash is actually a lot more insecure than she lets on, and might be willing to talk to Carrot Top if Carrot Top asks her what's going on rather than just tries to get past her. Carrot Top agrees to try.

Carrot Top returns to the cottage, only to see Angel eating a carrot and smirking. Carrot Top chases Angel back into the cottage, but Rainbow Dash stops Carrot Top herself from entering. Instead of confronting her head on, Carrot Top begs Rainbow Dash to ask Fluttershy to get Angel to stop eating her carrots. Rainbow Dash sympathizes, but says that Fluttershy can't do that right now. Carrot Top offers to help Fluttershy, but Rainbow Dash rejects the offer. Carrot Top asks why Rainbow Dash is acting like Fluttershy's bodyguard, and Rainbow Dash says she is, in fact, Fluttershy's protector.

The two relocate to a pond so they can talk. Rainbow Dash says that Fluttershy, real name Fluttering Posey, is the daughter of the weather industry magnate Thunderous Posey and the Duchess Fragrant Posey. They give her enough money to support herself. Rainbow Dash's mother Cloudia runs the staff at Thunderous Posey's mansion. Rainbow Dash was sick one day, so her mother got her a guest room at the mansion to recover. While there, she met, befriended, and even nicknamed Fluttershy. Later, though, Thunderous Posey told Rainbow Dash that Fluttershy wanted to live quietly on the ground, away from the industrial and political worlds. She was moving to Ponyville, and Thunderous Posey wants her to have a friend, namely Rainbow Dash. He adds that he'll set up Rainbow Dash as the weather manager, even though he has no real experience, as a cover story. Rainbow Dash doesn't want to do it, but agrees once Thunderous threatens to send Rainbow Dash's mother instead.

Carrot Top says that Rainbow Dash is better at running the weather crews than she gives herself credit for, and that even Raindrops says she does good work (she just wishes Rainbow Dash would do more of it). Rainbow Dash agrees to let Carrot Top help Fluttershy.

Inside, Carrot Top comes across Fluttershy, who is hiding in bed. Her voice is absurdly loud and deep. After verifying that Fluttershy went into the Everfree Forest and stepped on some blue flowers, Carrot Top says that she knows what happened; Fluttershy was infected with poison joke. Rainbow Dash panics, but Carrot Top says that she can mix up a cure. She gives Rainbow Dash a list of ingredients, then begins to use some items Fluttershy already has to start the recipe.

Later, Carrot Top tells Fluttershy that, once Rainbow Dash returns with the ingredients, she can take a bath in the mixture and be cured. She compliments Fluttershy on her bravery in going into the forest (she was chasing a runaway chicken), then offers to teach her about plants. Fluttershy grins and says that she'd like that. Carrot Top then goes into the kitchen while Fluttershy bathes, to see that Angel has put enough bits on the counter to cover all the carrots he stole. Carrot Top realizes that Angel only stole the carrots to get Carrot Top to come to the cottage so she could help, and possibly befriend, Fluttershy. Carrot Top compliments Angel, then warns him not to take any more carrots. Angel smirks at the last comment and leaves.

Later, in town, Carrot Top thanks Rarity for her helpful advice. She offers to help Rarity in return. Rarity smiles and presses Carrot Top into modeling for her. Carrot Top reluctantly agrees.

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